de nora india ltd share price Directors report


Dear Members,

Your Directors are pleased to present the 34th (Thirty Fourth) Boards Report on the business and operations of the Company together with the audited financial statements for the year ended March 31, 2023.

1. FINANCIAL HIGHLIGHTS

The Companys financial performance for the year ended March 31, 2023, is summarized below.

(Rs in Lakhs)

Particulars

FY 2022-23 FY 2021-22
Audited Audited
Revenue from Operations 7,358.02 7,416.65
Other Income 385.52 95.85
Total 7,743.54 7,512.50
Profit before Depreciation, 2,852.17 2,362.72
Exceptional items and Tax
Expense
Less: Depreciation/ Amortization/ 136.87 266.96
Impairment

Profit before Exceptional items and Tax Expense

2,715.30 2,095.75
Exceptional Items - -
Profit/(Loss) before Taxation 2,715.30 2,095.75

Less: Tax Expense (Current & Deferred)

687.70 550.72
Net Profit 2,027.60 1,545.03
Other Comprehensive Income/ 4.99 (1.43)
(Loss) (Net of tax)
Total Income for the year 2,032.59 1,543.60

Note: Previous years figures have been regrouped for comparison purposes with current years presentation wherever necessary.

2. OVERVIEW OF COMPANY OPERATIONS & PERFORMANCE

The Company is primarily a manufacturer of Electrolytic Products such as anodes, cathodes, electrochlorinators and Water Technology products and is managed organizationally as a single unit. The operations of the Company have been stable, but the management is focusing on improving the profitability in a sustainable manner.

Your Company reported a turnover of Rs 7,358.02 lakhs for the year under review as compared to Rs 7,416.65 lakhs in the previous year. The Companys Profit from Operations for the year under review was Rs 2,715.30 lakhs as compared to Rs 2,095.75 lakhs in the previous year.

The Profit after tax for the year ended March 31, 2023, was Rs 2,027.60 lakhs as compared to Rs 1,545.03 lakhs for the previous year ended March 31, 2022.

3. DIVIDEND

The Board of Directors have recommended a dividend of 2 per equity share of Rs 10 each (i.e., 20%) for the financial year ended March 31, 2023, subject to the approval of Members at the 34th Annual General Meeting (‘AGM).

4. TRANSFER TO RESERVES

The Company has not transferred any amount to the reserves of the Company during the Financial year under review.

5. SHARE CAPITAL

The paid-up equity share capital of the Company as on March 31, 2023 was Rs 530.86 lakhs comprising of 53,08,634 equity shares of Rs 10 each. During the year under review there has been no change in the capital structure of the Company.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL

All the Directors of the Company have confirmed that they are not disqualified from being appointed as Directors in terms of Section 164(2) of the Companies Act, 2013 and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

In terms of Section 152 of the Act, Mr. Robert Scannell (DIN:06818489) Non-Executive, Non-Independent Director, retired by rotation and was re-appointed by the Members at the 33rd AGM held on September 28, 2022.

Director liable to retire by rotation and seeking reappointment at the ensuing AGM

In accordance with the provisions of Section 152 Act, Mr. Francesco LAbbate, Non-executive, Non-Independent Director of the Company, retires by rotation at the 34th AGM of the Company and being eligible has offered himself for re-appointment. A resolution seeking shareholders approval for his re-appointment along with other required details forms part of the Notice. The Board has recommended his re-appointment at the forthcoming Annual General Meeting as Non-Executive Non-Independent Director of the Company, liable to retire by rotation.

Re-appointment of Managing Director

Your Board in its Meeting held on April 5, 2022, on recommendation of the Nomination and Remuneration Committee and subject to the approval of the Shareholders, re-appointed Mr. Vinay Chopra (DIN: 06543610), as Managing Director of your Company for three years w.e.f. July 16, 2022, upto July 15,

2025. Further, the Shareholders of the Company have passed the necessary resolution for re-appointment of Mr. Vinay Chopra, as Managing Director for a term of 3 (three) years and the Remuneration payable to him through Postal Ballot by remote e-voting on May15, 2022.

Resignation of Director

Post the year end, Mr. Satish Dhume, Independent Director, resigned from the Board with effect from 22nd May 2023. The Board, places on record its appreciation for the valuable guidance and contribution provided by Mr. Satish Dhume in the deliberations of the Board during his tenure as Independent Director.

Appointment/ Re-appointment of Director

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company has appointed Ms. Lalita Correia Afonso (DIN: 07986827) as an Additional Director (Non-Executive and Independent Director) of the Company with effect from July 5, 2023, to hold office up to the date of ensuing Annual General Meeting.

Ms. Supriya Banerji is completing her first term of 5 (five) consecutive years as an Independent Director on Monday, September 25, 2023. The Board, based on the recommendation of Nomination and Remuneration Committee, approved her re-appointment as an Independent Director for second term of 5 (five) consecutive years with effect from September 26, 2023 till September 25, 2028, subject to approval of the Members of the Company in the ensuing Annual General Meeting of the Company.

The Company has received requisite notice from a member under Section 160 of the Companies Act, 2013, proposing the appointment of Ms. Lalita Correia Afonso and re-appointment of Ms. Supriya Banerji at the AGM. Brief resume and other details of the Director(s) being appointed/re-appointed at the ensuing AGM as stipulated under Secretarial Standard-2 issued by the Institute of Company Secretaries of India and Regulation 36 of the SEBI (LODR) Regulations, is separately disclosed in the Notice of the 34th AGM.

Key Managerial Personnel (KMP)

Mr. Vinay Chopra, Managing Director, Mr. Deepak Nagvekar, Chief Financial Officer and Mr. Shrikant Pai, Company Secretary continued to be the Key Managerial Personnel of the Company in accordance with the provisions of Section 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as on the date of this Report.

7. NUMBER OF BOARD MEETINGS

During the year under review, 5 (five) meetings of the Board of Directors were held. The intervening gap between two consecutive meetings was within the period prescribed under the Companies Act, 2013 as amended from time to time. The details of the meetings of the Board of Directors of the Company held and attended by the Directors during the financial year 2022-23 are given in the Corporate Governance Report which forms part of this Boards Report.

8. COMMITTEES OF THE BOARD

As on 31st March 2023, the Board has 4 (Four) Committees: Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee.

The details of composition, terms of reference, meetings held during the year of the Board and its Committees are provided in the Report on Corporate Governance. All recommendations made by the various committees during the year under review, have been accepted by the Board.

9. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that: a. in the preparation of the annual accounts the applicable accounting standards have been followed and there are no material departures; b. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period; c. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d. they have prepared the annual accounts on a going concern basis; e. they have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively; and f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

10. INDEPENDENT DIRECTORS

The Independent Directors of the Company have submitted requisite declarations confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 read with Regulation 16(1)(b) of Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have also confirmed that they are not aware of any circumstance or situation which exists or may be anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The Independent Directors have also confirmed that they have complied with the Companys Code of Conduct. The Board of Directors of the Company has taken on record the declaration and submitted by the Independent Directors after undertaking due assessment of the veracity of the same. Based on the declarations received from Independent Directors and in the opinion of the Board, all the Independent Directors possess the requisite qualification, experience, expertise, integrity and proficiency required for appointment as Independent Director of the Company.

The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directors Databank maintained with the Indian Institute of Corporate Affairs (‘IICA) in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended. They are exempt from the requirement to undertake the online proficiency self-assessment test conducted by Indian Institute of Corporate Affairs (IICA).

11. BOARD PERFORMANCE EVALUATION

Pursuant to the provisions of the Act and SEBI Listing regulations, the Board of Directors has carried out an annual evaluation of its own performance, directors individually and committees of the Board in accordance with the parameters for such evaluation formulated by the Nomination and Remuneration Committee. This exercise was carried out through a structured questionnaires which were circulated to the members of the Board and Committees soliciting their feedback.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on various aspects of the functioning of the Board. Evaluation of the Board was based on criteria such as Boards understanding of its responsibilities, diversity and inclusiveness within the Board, strategic direction and guidance to the organisation, quality of Board discussion, Board communication and relationships etc.

Evaluation of Committees is based on criteria such as their effectiveness in carrying out their respective mandates, the frequency of meetings, time allocated for discussions during these meetings, Committees contribution and recommendation to the Board in the decision making process etc.

The Board evaluated the performance of individual directors based on parameters such as contribution of the director to Board deliberations, attendance, ability to guide the Company in key matters, knowledge and understanding of significant developments etc. No Director participated in his / her own evaluation. Further, the performance evaluation criteria for Independent Directors included a check on their fulfilment of the independence criteria, independent judgement in Board deliberations and their independence from the Management.

The Independent Directors of your Company met on April 5, 2022, without the presence of Non-Independent / Executive Directors and Members of the Management. At this Meeting, the Independent Directors reviewed the performance of the Non- Independent Directors and the Board of Directors as a whole, reviewed the performance of the Chairman of your Board taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The outcome of the evaluation process are deliberated at the Board meeting and actionable areas are discussed and acted upon. Based on various evaluation criteria, the performance of the Board, various Board Committees, Chairman and Individual Directors (including Independent Directors) was found to be satisfactory. The Directors were satisfied with the Companys standard of governance, its transparency, meeting practices and overall Board effectiveness.

12. MANAGEMENT DISCUSSION & ANALYSIS REPORT

Pursuant to Regulation 34(2)(e) of Listing Regulations, the Directors comments on the operations, performance and future outlook of the Company is given in the Managements Discussion and Analysis, appended to the Boards Report as ‘Annexure - I.

13. AUDIT COMMITTEE

The Audit Committee is duly constituted as per the provisions of the Act read with applicable Rules framed thereunder and the Listing Regulations. The details pertaining to the composition of the Audit Committee, number of meetings, terms of reference etc. are provided in the Corporate Governance Report, which forms part of this Report. During the year under review, all the recommendations made by the Audit Committee were accepted by the Board.

14. RELATED PARTY TRANSACTIONS

All the transactions entered with Related Parties by the Company during the year under review were in the ordinary course of business and on ‘arms length basis. All the transactions with related parties are placed before the Audit Committee and Board for approval. Prior omnibus approval of the Audit Committee and approval of the Board is obtained for the related party transactions which are repetitive in nature. The Audit Committee reviews all transactions entered into pursuant to the omnibus approval so granted on a quarterly basis.

During the year under review, the Company had obtained approval of Members through Postal Ballot for entering into Material Related Party Transactions with De Nora Italy S.r.l., Italy, upto a maximum aggregate value of Rs 4,000 Lakhs during the financial year 2022-23. Form AOC-2, pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, is set out in the ‘Annexure- II to this report. Disclosure on related party transactions as per IND AS-24 have been provided in notes to accounts annexed to the financial statements.

The Company in terms of Regulation 23 of the Listing Regulations, submits within the stipulated time from the date of publication of its financial results for the half year, disclosures of related party transactions, in the format specified to the stock exchanges.

In line with the requirements of the Companies Act, 2013 and amendment to the Listing Regulations, the Company has formulated a Policy on Materiality and dealing with Related Party Transactions which is also available on the website of the Company at https:// india.denora.com/company/shareholder-information. html.

15. REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT EMPLOYEES

The remuneration paid to Directors, Key Managerial Personnel and Senior Management is in accordance with the Nomination and Remuneration Policy of the Company formulated as per Section 178 of the Companies Act, 2013 and Regulation 19 read with Schedule II of the Listing Regulations. The details of remuneration to Directors during the year under review is given in the Corporate Governance Report which forms part of this report.

Information under Section 197(12) of the Companies Act, 2013 read with Rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in a separate annexure to this report as ‘Annexure - III.

During the year there were no employees who if employed throughout the financial year were in receipt of remuneration of Rs 102 Lakhs or more per annum or if employed for part of financial year was in receipt of remuneration of Rs 8.5 Lakhs or more per month. There were no employees who if employed throughout the financial year or part thereof, were in receipt of remuneration in the financial year which, in the aggregate, or as the case may be, at a rate which, in the aggregate was in excess of that drawn by the Managing Director and held by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company.

The statement containing particulars of top 10 employees under Section 197(12) of the Act read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. However, in terms of Section 136 of the Act, the report and the accounts are being sent to the Members excluding the aforesaid annexure. The said annexure is open for inspection and any Member interested in obtaining a copy of the same may write to the Company Secretary at the Registered Office of the Company. None of the employees listed in the said Annexure are related to any Director of the Company.

16. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

CSR Committee of the Board is duly constituted to formulate and recommend to the Board the CSR Policy indicating the Companys CSR activities to be undertaken. Details of the role and functioning of the committee are given in the Corporate Governance Report which forms part of this Annual Report.

During the Financial Year ended 31st March 2023, the Company has incurred CSR expenditure of Rs 25.88 Lakhs. The Corporate Social Responsibility Policy of the Company is available on the website of the Company at https://india.denora.com/investors/ shareholder-information.html

The brief outline of CSR Policy of the Company and the initiatives undertaken by the Company on CSR activities, along with other details for Financial Year 2022-23 in the format prescribed under Section 135 of the Act read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, forms part of Annual Report on Corporate Social Responsibility as ‘Annexure IVto this Report.

17. NOMINATION AND REMUNERATION POLICY & BOARD MEMBERSHIP CRITERIA

Pursuant to provisions of Section 178 of the Act and SEBI Listing Regulations, the Company has formulated a Nomination & Remuneration Policy for the Directors, Key Managerial Personnel and the Senior Management Employees. The salient feature of this policy is to lay down the criteria for appointment of Director, Key Managerial and Senior Management positions in the Company and to ensure that level and composition of remuneration is reasonable and sufficient to attract, motivate and retain competitive executives. The Nomination and Remuneration Committee considers the qualification, experience, current trends in the industry, responsibilities shouldered by them, past performance, performance of the Company, the statutory provisions and other relevant factors while deciding on remuneration of Directors, Key Managerial and Senior Management Personnel.

The Nomination and remuneration Committee recommends to the Board the persons who may be appointed as Director of the Company, after evaluating the appointee against a range of criteria which include qualification, experience, independence, integrity, professional skills, ethical behaviour, sound business judgement, ability to participate constructively in deliberations to assist the Board in fulfilling its responsibilities and willingness to exercise authority in a collective manner. The Nomination and Remuneration Committee works with the Board to determine the appropriate characteristics, skills and experience for the Board as a whole and its individual members with the objective of having a Board with diverse backgrounds and experience. The details of skills, expertise and competencies identified by the Nomination and Remuneration Committee and the names of Directors who have such skills/ expertise/ competence are provided in detail in the Corporate Governance Report.

Details of the remuneration paid to the Board of Directors is provided in the Corporate Governance Report. During the year under review, no changes were made to the above policy.

The Policy is available on the Companys website at https://india.denora.com/investors/shareholder-information.html

18. INTERNAL FINANCIAL CONTROLS (‘IFC)

The Internal Financial Controls adopted and followed by your Company are adequate with the scale and complexity of its operations and are operating effectively. These controls were tested by the Statutory as well as the Internal Auditors, during the Financial Year 2022-23 and no reportable material weaknesses or deficiency either in their design or operations were observed. The Audit Committee of the Board periodically reviews the adequacy and effectiveness of the Companys internal control systems and monitors the implementation of the audit recommendations.

The Internal Financial Controls of the Company seeks to ensure, orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, compliance of all laws applicable to the Company, prevention and detection of frauds and errors and all transactions are authorized, recorded and reported appropriately.

19. ANNUAL RETURN

The Annual return of the Company as on 31st March 2023 in Form MGT-7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company viz. https://india.denora.com/ investors/financial/annual-reports .

20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy

As De Nora Group aims to provide new solutions that can contribute to achieving the United Nations 2030 Agenda and, in particular, of the Sustainable Development Goals (SDGs). Sustainability at De Nora India Limited starts with the continuous improvement through several initiatives. The Company has always been conscious of the need for conservation of energy and has implemented ISO 50001: 2018 an energy management system. Though the manufacturing activities of the company involve consumption significance of energy, it is not of major and no substantial investment was made for reduction of energy consumption. However, following efforts are initiated by the company to conserve energy at best possible ways.

1. Installation of LED lighting systems at head office with appropriate lux at working desk

2. Installation of PIR sensors at stores warehouse and at plants washroom for efficient use of energy

3. Duct A.C diffusers changed, and all leakages arrested for optimum cooling and low energy utilization.

4. Revamping/ upgradation/modification of equipment/ machine in plant for power optimization

The Company acknowledges that reducing the energy consumption of its operations is an ongoing continuous endeavour.

Research and Development (‘R&D) & Technology absorption

The Company has an ongoing technical collaboration for Ion Exchange Membrane Electrolysers for chlor-alkali industry, electrochlorinators for water treatment and cathodic protection (anti corrosion) systems. The Company did not incur any expenditure on R&D during the year under review.

Foreign Exchange Earnings & Outgo

Foreign Exchange Earnings - Rs 1,035.90 Lakhs

Foreign Exchange Outgo - Rs 3,340.19 Lakhs

21. RISK MANAGEMENT

The Company has in place a robust Risk Management framework to identify and evaluate the risks. The Companys Board of Directors has the overall responsibility for the establishment and oversight of the Companys risk management framework. The Companys Audit Committee oversees risk management procedures and reviews the adequacy and effectiveness of the risk management framework in relation to the risks faced by the Company. This framework seeks to ensure that all risks that the organisation faces including strategic, financial, operational, market, legal, regulatory, people and other risks are identified, the impact is assessed based on severity and likelihood, the mitigation plans are then drawn up and these plans are effectively reviewed and implemented. The framework seeks to minimize adverse impact on the business objectives and enhance the Companys competitive advantage. The senior management of your Company regularly reviews the risk management processes of your Company for effective risk management.

22. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has established a Vigil Mechanism as envisaged in the Companies Act, 2013 and the Listing Regulations through the Companys Whistle Blower Policy to enable the Directors and employees of the Company to report genuine concerns / grievances about illegal or unethical practices in the Company, actual or suspected fraud or violation of the Companys Code or Policies. Whistleblower Policy also facilitates all employees of the Company to report any instances of leak of Unpublished Price Sensitive information. The vigil mechanism is overseen by the Audit Committee. It also provides adequate safeguards against victimization of persons who use such mechanism and allows direct access to the Chairperson of the Audit Committee in exceptional cases. During the year under review, there has been no incidence reported to the Audit Committee under the aforesaid mechanism.

The Policy may be accessed on the Companys website at the link https://india.denora.com/investors/ shareholder-information.html

23. STATUTORY AUDITORS

M/s. MSKA & Associates, Chartered Accountants (ICAI Firm Registration No. 105047W) were appointed as the Statutory Auditor of the Company at the 29th Annual General Meeting held on September 26, 2018, to hold office for a term of five years from the conclusion of said meeting till the conclusion of 34th Annual General Meeting to be held in the year 2023. Accordingly, M/s. MSKA & Associates will be completing their term of five years at the conclusion of forthcoming Annual General Meeting.

Your Board is proposing to appoint M/s. Price Waterhouse Chartered Accountants LLP (Firm Registration No. 012754N/N500016), as the Statutory Auditors for a term of 5 years commencing from the conclusion of the 34th Annual General Meeting till the conclusion of the 39th Annual General Meeting to be held in the year 2028.

M/s. Price Waterhouse Chartered Accountants LLP have consented to the said appointment, and confirmed that their appointment, if made, would be within the limits mentioned under Section 141(3) (g) of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014. Further, they have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI).

As required under the provisions of Section 139(1) and 141 of the Companies Act, 2013 read with the Companies (Accounts and Auditors) Rules, 2014, the Company has received a certificate from them to the effect that they are eligible to act as Statutory Auditor of the Company.

The Audit Committee and the Board of Directors recommends the appointment of M/s. Price Waterhouse Chartered Accountants LLP as Statutory Auditors of your Company from the conclusion of the ensuing 34th Annual General Meeting till the conclusion of the 39th Annual General Meeting to be held in the year 2028.

The Auditors Report to the Members on the Financial Statements for the year ended March 31, 2023, forms part of the annual report and does not contain any qualification / reservations or adverse comments.

24. SECRETARIAL AUDIT

In terms of the provisions of Section 204 of the Act read with Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed Ms. Rakhee Malkarnekar, Practicing Company Secretary (Membership No. ACS 56859 & COP No. 21439) as the Secretarial Auditor for conducting the Secretarial Audit of the Company for the Financial Year ended March 31, 2023 due to the casual vacancy caused by the sudden demise of Mr. Sadashiv Shet, Practicing Company Secretary.

The Secretarial Audit Report for the Financial Year ended 31st March 2023 forms part of this Annual Report as ‘Annexure - V. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

25. ANNUAL SECRETARIAL COMPLIANCE REPORT

Pursuant to Regulation 24 (A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015, the Independent Secretarial Auditor had undertaken an audit for the Financial Year 2022-23 for the SEBI compliances. The Annual Secretarial Compliance Report has been submitted to the Stock Exchange within 60 days of the end of the Financial Year.

26. COST AUDIT

The maintenance of cost records is not applicable to the Company as per the Companies (Cost Records and Audit) Rules, 2014, prescribed by the Central Government under Section 148(1) of the Companies Act, 2013.

27. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.

28. CORPORATE GOVERNANCE

The Company has complied with the provisions relating to corporate governance as provided under the Listing Regulations. In compliance with Regulation 34 read with Schedule V of the Listing Regulations, a detailed report on Corporate Governance along with the Auditors Certificate on its compliance forms part of this Report as ‘Annexure –VI.

29. PARTICULARS OF INVESTMENTS, LOANS AND GUARANTEES

Particulars of investments made by the Company are given in the Notes to Financial Statements for the year ended March 31, 2023 which forms part of this Annual Report. During the year under review the Company has not given any loans or guarantees under Section 186 of the Act.

30. HOLDING COMPANY

As on March 31, 2023, the Promoter and the Holding company i.e., Oronzio De Nora International B. V. holds 28,49,500 equity shares representing 53.68% of the total paid-up equity share capital of the Company. There was no change in the shareholding of Oronzio De Nora International B. V. in the Company during the year. The Company continues to be a Subsidiary Company of Oronzio De Nora International B. V.

31. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES AS PER COMPANIES ACT, 2013

As of March 31, 2023, the Company does not have any subsidiary, associate company or a joint venture. During the year, no other company became or ceased to be a Subsidiary / Associate / Joint Venture company of the Company.

32. PUBLIC DEPOSITS

Your Company has not accepted any deposits from public / Members falling under the ambit of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

33. INVESTOR EDUCATION AND PROTECTION FUND

Details pertaining to the unpaid/unclaimed dividend and the shares transferred or due to be transferred to the Investor Education and Protection Fund are provided in the notes to the Notice of the Annual General Meeting which forms part of this annual report.

34. INDUSTRIAL RELATIONS

Relationship between the Management of the Company and Workers Union continue to remain cordial. The Managements Discussion & Analysis gives an overview of the developments in Human Resources/Industrial Relations during the year.

35. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company is committed to provide a safe and respectable work environment to all its employees. The Company has in place a policy on Prevention of Sexual Harassment at workplace. In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has constituted an Internal Complaints Committee (‘ICC). The ICC is composed of internal members and an external member who has extensive experience in the field.

The following is reported pursuant to sub-clause 10(l) of Clause C of Schedule V of the Listing Regulations: a. Number of complaints of sexual harassment received/ filed during the year: Nil b. Number of complaints disposed off during the year: Nil c. Number of complaints pending as on end of financial year: Nil

36. DETAILS OF NODAL OFFICER

The details of the Nodal Officer appointed by the Company under the provisions of the IEPF are given below and the same are disseminated on the website of the Company viz., india.denora.com.

Name of the Nodal Mr. Shrikant Pai Company
Officer Secretary
Phone No. 0832 6731151
Email ID shrikant.pai@denora.com
Correspondence De Nora India Limited
Address Plot Nos. 184, 185 & 189,
Kundaim Industrial Estate,
Kundaim, Goa 403 115

37. OTHER DISCLOSURES

The Directors state that during the year under review:

a. There was no change in the nature of business of the Company;

b. There are no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its future operations;

c. There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year March 31, 2023 and the date of this Report;

d. The Company has not issued equity shares with differential rights as to dividend, voting or otherwise;

e. There was no revision in the financial statements of the Company;

f. The Company has not issued any Sweat Equity Shares or Bonus Shares;

g. No Employee Stock Option and Employee Stock Purchase Schemes were launched;

h. There were no instances of frauds reported by the Statutory Auditors or Secretarial Auditors of the Company as specified under the second proviso of Section 143(12) of the Act;

i. There is no application made or pending proceeding under the Insolvency and Bankruptcy Code, 2016;

j. The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

38. ACKNOWLEDGEMENT

The Board of Directors take this opportunity to thank the employees, customers, dealers, members, suppliers, bankers, government authorities, stock exchanges and all other business associates for their consistent support and co-operation to the Company during the year under review and look forward to their support in future as well.

For and on behalf of the Board of Directors

De Nora India Limited

Purushottam S. Mantri

Vinay Chopra

Director

Managing Director

DIN: 06785989

DIN: 06543610

Place: Kundaim, Goa
Date: July 28, 2023